EURAZEO_REGISTRATION_DOCUMENT_2017

7

SHAREHOLDERS’ MEETINGS Agenda

Compensation

Amount Options: €357,178

Comment

Stock options, performance shares and all other long-term compensation components

124,017 options were granted to Patrick Sayer in respect of 2017. As authorized by the plan rules, Patrick Sayer converted 60% of this initial grant into performance shares and was therefore ultimately awarded: 49,608 share purchase options, valued at €357,178; and • 24,803 performance shares valued at €840,822. • Performance conditions: The exercise of options is subject to the attainment of performance conditions assessed at the end of the last vesting period, i.e. on January 31, 2021. These performance conditions which concern (i) the comparative stock market performance of the Company’s share, after the add-back of dividends, against the CAC 40 index and (ii) Eurazeo’s NAV performance, will determine the percentage of options available for exercise as set out below: < 80%

80% < x < 100% (NAV/share) of the reference amount

> 100% (NAV/share) of the reference amount

(NAV/share) of the reference amount

Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) < 80% 80% < Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) < 100% Change in the Eurazeo share price (base 100)/Change in the CAC 40 index (base 100) > 100%

0%

50%

75%

50%

75%

100%

75% 100% Eurazeo’s stock market performance will be determined over a four-year period (starting on January 31, 2017 and expiring on January 30, 2021 inclusive) by combining the change in value of the Eurazeo share and the reinvestment of ordinary dividends paid over the same period. Eurazeo’s stock market performance will be compared with the stock market performance, over the same period, of the CAC 40 index. Eurazeo’s NAV performance will be determined over a four-year period by comparing the NAV per share in absolute terms as of January 31, 2017 and the NAV per share in absolute terms as of January 30, 2021, increased for dividends paid over the same period. The 124,017 options granted to Patrick Sayer represent 0.18% of the share capital of Eurazeo at the date of the grant decision. The grant decision was made by the Executive Board of January 31, 2017 pursuant to the authorization granted by the 22nd resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016. 24,803 performance shares were granted for nil consideration to Patrick Sayer following the conversion into performance shares of a portion of the share purchase options granted. These performance shares are subject to a three-year vesting period ending January 30, 2020 and to the same performance conditions as the share purchase options. The attainment of the performance conditions will be assessed at the end of the vesting period, i.e. on January 31, 2020. The free performance share plan was approved by the Executive Board meeting of January 31, 2017 in accordance with the authorization granted by the 23 rd resolution of the Extraordinary Shareholders’ Meeting of May 12, 2016. The conditions applicable to share-based long-term compensation instruments (share purchase options and performance shares) on the non-renewal of Patrick Sayer’s term of office as Chairman of the Executive Board are presented in Section 3.2.2.2.2 of the Registration Document. Attendance fees received during the fiscal year in respect of Directorships in investments are deducted from variable compensation payable in respect of the same fiscal year, subject to differences in taxation and social security contributions. Patrick Sayer has a chauffeur-driven company car and an executive unemployment insurance policy. 100%

Shares: €840,822

Attendance fees

€124,802

Benefits in kind

€44,535

362

2017 Registration document

Eurazeo